The Changeling Captain
by DragonRaven12
Summary: Born to serve the Queen since birth, Captain Arachnid was a unique changeling. One day Arachnid was caught and captured during a mission by Princess Cadence and Shining Armor. Informing the othere. Princess Celestia believes that there is good in Arachnid. Twilight takes the task into reforming Arachnid will have to make a tough decision: picking family or friends.
1. A Warrior is Born

**I got inspiration from DisneyFanatic2364. So yeah I don't really have much to say. I hope you enjoy and like this story.**

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Deep within the EverFree Forest was the changeling hive. Queen Chrysalis was in the hives birth chamber. Where she goes to give her monthly births. Some of the nurse changelings were helping her deliver her new borns. Chrysalis had gotten used to the pain, so it didn't hurt as much.

Chrysalis looked at all the black and green larvas. She grins in delight. "One day my minions, you will be the most fierce army that I ever had!" She laughed.

One of the nurse changelings walked up to her with a green larva in her hooves."uh, your majesty? I think there's something wrong with this one."

The nurse changeling handed her the larva. Chrysalis looked shock as she looked at the larva. It's eyes were green with slit pupils, it had a green web-like mane and tail with black streaks to match, and a green beetle's back.

"She certainty is different from the rest." The Queen thought. "She could be of use to me one day."

Chrysalis turned to the guard at the entrence." Get me General Blade immediately."

"Yes, your majesty." He said, bowing before trotting down the hall.

She looked down at the larva wrapped around her hooves. She use her magic to raise her in the air. "You will be the deadliest changeling that has ever lived!" She grinned." This I vow."

She turned to the nurse changeling." Go to the workers and tell them I need love to feed my new borns."

"Yes, your majesty." The nurse said before she flew out of the room quickly. The General walked in as the nurse left.

"You asked for me, your majesty?" General Blade asked as he bowed.

"Yes I did General. I need you to train this youngling to serve me in the army." Chrysalis levitated the larva to him. The general wrapped one hoof around the larva.

"What is her name?" General Blade asked.

Chrysalis rubbed her chin." Hmm...how about Arachnid." She smiled." Yes, such a fitting name for her. I sent the workers to get love to feed the new borns, make sure you feed her. I want you to make her the most aggressive and fierce warrior that has ever lived in the changeling hive."

"Yes my queen." General Blade said as he looked at her." Well then Arachnid, welcome to the family."

Blade flew out down the hall.

"I vow that Arachnid will be the one to rid us of those princesses. Especially princess Twilight Sparkle." She vowed venomously.

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 _As the years went by. Arachnid grew up to be a fine warrior. She was the best and the queens favorite changeling. When Arachnid turned 5, she went on her first hunt. It was a success, she had drained 15 ponies of their love. At the age of 10, she started training the younger changelings when they turned 3. Queen Chrysalis taught Arachnid about the princesses. She told her about their power and their weaknesses. The more Chrysalis told her about them, the more Arachnid's hatred and anger grew. Queen Chrysalis was proud of her. Arachnid started getting ranked up in the queens military army. She went from a Privet First Class to a Captain at the age of 16. Chrysalis was now confident that Arachnid will be able to rid the princesses with no delays. But little did Queen Chrysalis know that Arachnid's loyalty will falter._

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 **Let me know what you think. And it would mean so much if you reviewed.**


	2. A Special Mission

**I'm back with another chapter of the Changeling Captain. Even though not a lot of people read it I'm still writing! :)**

 **This takes place after season 5. Arachnid was born after the Canterlot Wedding. Just to make it clear.**

 **Possible typose/writing errors**

 **Disclaimer: I do not own My Little Pony Friendship is Magic, or its characters. I only own my oc.**

 **(Responses)**

Thank you for pointing that out **Bluecatcinema.** Did not notice it. :)

Thanks! :) I'm glad you liked it **SammyGems.**

 **I hope you enjoy the chapter. :) ^_^**

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Arachnid was now 17 years old. Her rank was officially a Captain. She was in her room getting ready to train, when one of Chrysalis's royal guards opened the door and came in. He look at Arachnid, with fear clear in his eyes. Arachnid didn't turn around, her back face the door. The guard visibly shaking in fear.

"The Queen wishes to see you Captain." He whimpered." She said it was important."

Arachnid slowly turned around at looked at him angrily. Causing him to shake even more.

"Let me ask First Sergeant Beetle." She approached him slowly." Don't You Know How To Knock!"She yelled at his face.

He cowered back in fear."Forgive me Captain Arachnid." He said quickly.

Arachnid took a deep breath." Tell the queen i'll be there shortly, after I put on my armor." Arachnid said almost aggressively." Now leave."

"Yes Captain." He said quickly as he closed the door,and fly down the hall quickly in fear.

Arachnid rolled her eyes and muttered."Idiot."

Arachnid turned back towards her bed, where her armor was laid. Arachnids armor was dark green. Her helmet had the changeling emblem carved on it. She quickly put on her armor, she knew better than to keep the queen waiting.

She made her way to the door to the hallway. Passed by several other changelings who were just as much afraid of her than the guard. One changeling younglings approached her.

"Arachnid, are we going to have a class today?" The female youngling asked.

Arachnid smiled." Of course we are little one. Make sure you tell the others."

"Okay." the young changeling said as she gave Arachnid a hug. She flew away after. "See you later."

"You too Silverfish." Arachnid said as she continued down the hallway.

She soon approached the queen's thrown room. Her horn glowed with a green magic as she opened the door.

Queen Chrysalis was sitting on her throne as she was talking to one of her guards. She stopped as she heard the door opened and looked up to see Arachnid.

"Ah, Arachnid, my prized soldier." Chrysalis said with pride. She flew down from her throne as she landed in front of Arachnid." I have a special mission for you."

"If I may ask,what is it?" Arachnid asked.

After Chrysalis stood straight up she then looked down to Arachnid and then said. "This Mission involve you having to go out to get me something important, something I've desired to have since the day I discovered it and It's located at the Crystal Empire."

Arachnid raised a brow and was interested of this mission. "Okay, what is it that you want me to get that's at the Crystal Empire?"

After she asked the Queen, Chrysalis then chuckled a little before saying. "Well my prize soldier, the only and simplest thing I need you to get is the Crystal Empire centerpiece…Crystal Heart."

Arachnid was confused." The Crystal Heart?"

"It's what protects the Crystal Empire. They say if the crystal ponies are filled with hope and love it powers the heart. Which means the Crystal Heart is filled with centuries of love. We will be able to devour so much of it that we will gain more power than we have ever dreamed of!"

"I mean no disrespect your majesty, but why won't you get it yourself?" Arachnid asked.

"I found out that we could get through, I was originally going to retrieve it myself but I found out that Princess Cadence and Prince Shining Armor ruled the empire. I know if I get caught they would no doubt banish or imprisoned me. If that ever happened, the hive wouldn't survive long without me." Chrysalis explains.

"It does sound important, wait are you sure this will be simple? Sounds like it's a bit hard if it's something important to the Crystal Empire." Arachnid pointed out.

"As long as you don't get caught or have been seen by anyone you will be fine, the guards that protect the Crystal Heart are really protective but so, how should I say, Simpleminded." Chrysalis said as calling the stallion guards the word "Simpleminded" made her giggle.

Arachnid then was confused and said. "What do you mean by that, your majesty?"

Chrysalis then cleared her throat and said. "I mean that the guards will be idiotic enough to leave there post if they get distracted by noises that would trick them into thinking somepony is sneaking around to steal the Heart." After that she pointed her hoof at forward. "Now go Arachnid! And get me the Crystal Heart! Do not fail me!"

"Yes, my Queen." Before flying off to get ready for the mission.

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Later on the Arachnid went off to Ponyville in disguise. She went as a tall unicorn. Her unicorn has a white coat, pale pink mane and tail, light purple eyes, and a cutie mark of three fleurs-de-lis.

In this disguise Arachnid went as Fleur Dis Lee. She made sure the real Fleur was not around. As soon as she was in Ponyville she went straight to the train station and got on the next train to the Crystal Empire.

 _"Hmm...how do I get it without anypony noticing."_ She thought." _I could_ _always knock them out but that will be too suspicious. I'll figure it out when I get there."_

The train ride was long but in no time the train came to a stop.

"Finally." She said in Fleur Dis Lee's voice.

As soon as she stepped out, she gazed in awe. The Crystal Empire was big and well made of crystal. Everything was shining and sparkling. The crystal ponies where walking around happy. Arachnid could feel a great wave of love radiating out of the crystal ponies.

 _"I can feel the love they have for their home. It's so...delicious."_ She thought as she licked her lips in hunger. She quickly shook her head." _No. Got to stay focus._ _"_

Arachnid continued to make her way towards the center of the Crystal Empire. But her stomach kept growling in hunger." I guess I could stop for a little snack. _"_

Arachnid went towards a ally way. She made sure no pony was around as she changed back in her changeling formed. She stick to the shadows.

As Arachnid was lurking around to find a Crystal pony to snack on. She hears what sounded like multiple hooves clanking behind her, she notice what was going to happen next, and pretended to not hear the steps, once they were close Arachnid quickly around and pounced at the ponies and bit into the one that was closest to her, the unicorn which was a stallion screamed as he was bit in the front leg making him try to shake the changeling off his front leg, after Arachnid released she flies back and then forward quickly before swinging her head at the other pony revealing to be a mare as Arachnid was able to cut her on the side of her face with her horn.

"Ow!" the mare yells as her cheek stings from the cut she got. Arachnid then looked back and kicked the mare into the stallion knocking the two of them to the floor after that Arachnid jumped up and slammed down hard on top of the two ponies many times leaving bruises all over them before jumping off of them and flew off quickly to the heart, as she was flying, a blue magic blast shot at a hanged up rope holding multiple crates making it fall down and landed on top of her, trapping her as she was caught by the net and crates.

"Get the royal guards Cadence, i'll keep an eye on her." the stallion said.

 _"Wait a minute...Cadence. That name..."_ Arachnid eyes widen in realization , but then narrowed them angrily in hatred." _That's the Princess who stopped the queens invasion. She's the reason way we're still in hiding,why we don't have much to eat, and why we're seen as monsters."_

"Okay, be careful Shining Armor." Princess Cadence said as she flew towards the castle.

" _Shining Armor..."_

Shining Armor approachedArachnid. His horn glowing."What are you doing here changeling?"

"You..." Arachnid whispered.

"What?" He said in confusion.

" **YOU!** " Arachnid hissed venomously as she trashed around wildly and she snapped her fags at him.

He blasted her on the face, knocking her out cold.


	3. The Princesses and Elements of Harmony

**Wow I never thought I'd update this fast I'm on a roll. Well I really don't have much to say but I hope you enjoy the chapter.**

 **Disclaimer: I do not own MLP or any of its characters, just my OCs.**

 **By the way negative reviews will only encourage me to write more. And people who don't like the story, then why are u still reading.**

 **And sorry if this is short.**

 **Anyways I hope you enjoy.**

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Arachnid slowly woke up with a throbbing headache. She tried to get back in her hooves but only to fall back down. Her vision was blurry and slowly started to regain her sight. Seeing metal bars around her. She looking around to see that she was in a throne room.

"Well that's just great. I can't believe I got caught by Princess Cadence and Prince Shining Armor. Hmm...they look different than I imagined. No changeling has ever dared enter the Crystal Empire. Guess I know why now, I mean who would want to be locked in a cage." She said to herself. "I still can't believe it. My first mission that involves Shinning Armor and Princess Cadence and I get caught."

Just then the doors to the throne room opened. Arachnid turned her head around to see Princess Cadence and Shinning Armor. Along side them was Princess Celestia,Luna, and the bearers of the elements of harmony behind them.

"Well if it isn't the Princess of the sun and day and the Princess of the night and moon. Finally got off your throne to actually do something." Arachnid said in a mischief tone.

"Silence changeling!" Princess Luna said as she approached Arachnid's cage." You will only speak when we allow you too."

"Who do you think you are to command me." Arachnid snarl at her." I only obey Queen Chrysalis, and you are no Changeling queen."

"I advise you to watch your tone changeling." Luna said coldly as her horn glowed." Or I'll silence you myself."

"Luna." Princess Celestia in a strict tone.

"I'd listen to your sister Luna. After all you don't want to get on her bad side or she'll send you back to the moon for another thousand years." Arachnid taunted.

" **Silence**!" Luna yelled in her Royal Canterlot voice.

Arachnid didn't even flinch, she just laugh in response." You don't scare me Luna. At lest not like this, maybe Nightmare Moon can."

Princess Luna's eye's widen and twitched.

"Oh looks like a hit a nerve." Arachnid said teasingly." Tell me dear Luna, what do you fear the most."

Luna looked down at the floor with a panic look.

"I have so many 'guesses'. Hmm maybe becoming Nightmare Moon again, or perhaps being imprisoned in the moon, all _alone."_ Arachnid said as she smirked.

Luna now had a look of fear and regret. Her sister walked up next to her and wrapped her right wing around her.

"You know that will never happen Luna." Celestia comforted her little sister.

"That's what she says now but when the time comes to defend Equestria from you again, she won't hesitate to send you back to the moon. After all the ponies you betrayed and harmed. That are frightened by you. Tell me Luna how can you live with yourself with all the pain and misery you caused."

Luna had a look of shame and was on the verge of tears.

"That's enough of you! Come Luna, you know that will never happen." Celestia lead her sister out of the throne room.

"You must be enjoying every second of this aren't,changeling?" Princess Cadence asked with a glare.

"Why yes I am pony." Arachnid responded in a mischief tone.

"It's Princess Cadence to you changeling." Cadence snapped at her.

" _It's Princess Cadence to you changeling."_ Arachnid mimicked." Well if you want me to call you by your name, you'll have to call me by my name. It's Arachnid by the way."

"We don't care changeling! Either you tell us why you came here or I'll beat it out of you." Rainbow Dash said.

"That is for me to know and for you to never find out. Do you really think I'd tell you?" Arachnid looked over to Shinning Armor." By the way Prince that was a good shot. Usually magic beams don't knock me out."

"That's because he had my help. I saw you trying to attack him. I shot a beam at the same time as he did, which is why it was able to knock you out." Cadence explained.

"Hmm figures, a unicorn isn't that strong." Arachnid muttered.

"Hmm you look different than any changeling we seen." Twilight observed.

"Yeah. so what?" Arachnid snapped.

"Why do you look different from the others?" Applejack asks.

"I just do. I'm unique from the others." She answered.

"Let me ask you one more thing. Why didn't Queen Chrysalis come here herself?" Twilight asks.

Arachnid just looked down at the floor in thought. She knows that if the queen got caught, the hive wouldn't last long." The hive must always have it's queen with them, or something horrible will happen to the hive."

Twilight and her friend had somewhat of a concern look. Cadence and Shinning Armor had a worry look.

"I think we talk to her long enough. Let's go girls." Twilight said as she headed out the door. Shinning Armor and Princess Cadence took one last glance at Arachnid before heading out, slamming the door as they left.

"Finally! I thought they would never leave. Now how I'm i gonna get out of here." Arachnid said to herself.

Just then the door opened slowly. It was a crystal guard.

"You just didn't get enough did you? If I didn't answer to your Princesses, what makes you think I'll answer to you?" She snarled. She stopped as she caught a whiff of something. She lifted her nose and sniffed the air.

It smelled like honey and wax.

Arachnid smiled as she recognized this scent."Well if it isn't my dear friend General Stinger."

The guard's body erupted into green flames and changed form to reveal a changeling. He looked like any other male changeling but the only thing that made him stick out was his black armor he had on.

"The queen is worried about you. She wanted me to follow you in case anything happened to you." General Stinger informed her.

" Well I guess it was a good thing that she send you." Arachnid said." If it had been Major General Wasp he would have attacked right away."

"Stand back, I'm going to blast the bars to get you out." He warned as his horn started charging up.

"No."

"What?"

"I said no."

General Stinger looked shock as the magic died down on his horn." Why?"

"It will give the queen a chance to come up with a new plan. I could help her. Tell the queen to make a new plan. I have a feeling that they might try to reform me. Go tell the queen about this. Once she has a plan, come back and tell me so I could finally rid the queen of theses pathetic little ponies and princesses."

"I'll inform the queen immediately." He changed back into his Crystal guard disguise." Be careful Arachnid."

He was about to leave when he heard her call him.

"Wait."

He turned around and saw one of the rarist sights ever. Arachnid had a warm smile on her face and said in a soft tone." Tell Major General Wasp I miss him."

He smiled back and nodded. "I will and stay safe."

He opened the door and closed it slowly. Arachnid smile, but soon went back to her serious look.

"I will make the queen proud. I will rid her of them all. She is our mother, after all." Arachnid said." And I'll make sure there deaths are slow and agonizing.

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 **I think she might have a little crush on someone. I hope you enjoy this chapter and I'll see you next time.**


	4. A Second Chance and The Queen's Plan

**Hello everypony! Sorry I took forever to update, I've been busy and kinda lost insperation a bit. But i do intend to finish this story. So expect very slow updates.**

 **Enjoy the story.**

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At the Everfree Forest ,General Stinger was flying quickly through the dark forest. He needed to get to the queen quickly. But what he was most afraid of was telling Major General Wasp that _his_ Arachnid was captured by the enemy.

He flew as quickly as possible. Not long after, he saw the changeling hive. He landed on the steps of the entrance. He trotted inside towards the queen's throne room.

He slammed the door open causing the queen to snap her head around.

"My queen, Arachnid has been captured by the enemy." Stinger informed.

"What! How can that be! Arachnid is my best warrior I have!" Chrysalis yelled in rage.

"My queen, Arachnid decided to stay behind. She said that you might have a plan now that she's with the princesses. She thinks they'll try to reform her." Stinger informed quickly.

"Hmm...Arachnid certainly knew what she was doing, perhaps we could use this to our advantage" Chrysalis paced around the room. Muttering to herself. She snapped her head up and grinned." If you ever have the chance to get back into the castle to get to Arachnid, tell her to play along with the princesses little game. Let her know to get to know them. Gain their trust to get close enough to the Crystal Heart. Once she does. She'll need to find a way to contact me, so I can bring in the army and take the heart."

"Yes my Queen, I'll go as soon as I take care of something." He bowed as he slowly backed away, got up and walked out the room. Closing the doors to the throne room." Now for the hard part." He gulped." Telling Major General Wasp."

He walked down the hallway into the hives training rooms. He walked down to the last room and looked through the small opening on the door.

There was a changeling wearing a dark red armor. He looked like any other changeling, but had a scar going down his eye.

He was currently sparing with one of the new cadets. Using his magic to change into a Timberwolf. The cadet luged at his opponent, Wasp turned into a Manticore and swatted him away with his tail. Wasp quickly ran at the fallen Timberwolf and grabbed with his tail only to be thrown into a wall. The Timberwolf got up quickly and changed into a medium size dragon. He shot fire at Wasp, who got hit, and scratch him, leave deep cuts on his side. Wasp turn back into a changeling,and hissed in pain. The cadet quickly pinned down Wasp, only for him bite into his neck. Wasp kicked him off and pinned the cadet down, horn charged up and pointed at the cadet.

your cadet looked up at Wasp." I yield."

Wasp narrowed his eyes and got off him." Pathetic! You should never surrender to the enemy! What if you were the only one standing in the enemy's way? Who's going to protect the Queen!?" He yelled in a rage.

The cadet looked down in shame.

Stinger cleared his throat. Getting the attention of both changelings." Cadet your dismiss."

The cadet saluted." Yes General." He quickly flew out. Leaving the high ranked changelings alone.

"What do you want General?" Wasp questioned.

"I just came to inform you, its about Arachnid." Stinger said.

"What about her?"

"She's been captured."

"..."

"Wasp?"

"..."

Wasp turned around, and looked at the floor." If she has been captured, then she will fine her way out by herself. She's a tough Changeling . She'll be alright. I know she will."

"So you aren't worried about her?" Stinger questioned.

"No."

"Well, that's good. Do you think she'll be able to trick them?"

"If she could trick you into thinking there wasn't any love hunts for a week, she could trick them." Wasp said. His wings buzz as he flew up slowly." I'll be with the cadets. They need to work on getting at attention every time a high rank changeling comes in." He was about to fly out until Stinger flew up next to him.

"She also told me to tell you that she misses you." Stinger told him.

"I...I miss her too." With that said he flew out of the room.

Stinger flew out towards the entrance of the hive to leave to the Crystal Empire.

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Arachnid walked around the cage. Pacing around quickly. Thinking about her plan to help the Queen. She stopped as she heard the doors open. She turns the Elements of Harmony bearers and the royals come in. She turns back around staring at the empty side of the cage.

"Well we discussed what were going to do with you Arachnid." Twilight said as she step up to the cage."And the Princesses think you could be a great ally to us. So we decided to reform you."

Arachnid smirks slightly. _"Called it."_

Rainbow Dash flew near the cage with a threatening look." But the moment you try anything funny it's back to the cage and to Tartarus with you."

Arachnid rolls her eyes in respons to her. "So? Which one of you lucky ponies is spending time with me first?"

Twilight looks over to her friends,nodding to each other. Twilight turns back to face Arachnid. "You'll be spending time with Fluttershy. After she thinks your ready to be trusted,you'll move on to one of us."

Princess Celestia moves to stand next to her. "We believe that you'll be a very good ally in future threats,and perhaps along the way we can get the changelings to live in harmony with pony kind."

Arachnid scoffed mentality. _"Like the Queen would ever want that to happen. She and the other changelings rather die then to live with pony kind. Much less give rule over the hive to you."_

"I hope you see things our way." Celestia turns around to leave,with Luna by her side. "We'll leave you all to get started." They open the doors as they walk out.

Two crystal guards come in, wating for orders.

Cadence turns to Shining Armor with a hesitate look. Both silently agree with each other. Cadence turns to the two guards. "Open the cage."

Both guards slowly walk forward with caution. One standing next to the cage door,while the other taking out the keys to open it.

Arachnid slowly started to approach the door the cage. She stopped right infront of it. The guard slowly opened it up,both guards backing away.

Arachnid slowly steps out. Looking around and then stared at Fluttershy, a smirk creeping up on her muzzle.

"Looks like you and me are going to hang out for awhile."


End file.
